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Subcontractor Agreement

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Subcontractor Agreement

The Subcontractor and General Contractor may be referred to individually as “Party” and collectively as “Parties

This Subcontractor Agreement (the “Agreement”) is made valid upon signature by both Parties.

  1. The General Contractor entered into a contract dated [Insert date] (the "Original Contract") with [Insert name of the person who originally contracted with the General Contractor] (hereinafter referred to as “the Client”) of the following address: [Insert full address of the Client]
  1. Under the Original Contract, the General Contractor has agreed to provide the following services to the Client: [Insert services the General Contractor contracted to provide to the Client]
  2. The General Contractor wishes to subcontract with the Subcontractor for a portion of the services contemplated by the Original Contract. The subcontractor is willing and qualified to provide such services.

THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties hereto agree to the following:

1. DESCRIPTION OF SERVICES:

  1. Beginning on [Insert date of beginning], the Subcontractor will provide to the General Contractor the following services (known collectively as the "Services"): [Insert description of services].
  2. The General Contractor will make available to the Subcontractor all plans, specifications, drawings, blueprints, and similar construction documents necessary for the Subcontractor to provide the Services. 
  1. Any such materials shall remain the property of the General Contractor. The Subcontractor will promptly return all such materials to the General Contractor upon completion of the Services.

2. WORKSITE:

  1. The Subcontractor will provide all labor for the construction described above at the property of the Client, located at the following address (the "Worksite"): [Insert address where the Subcontractor has to work].
  2. The Client and the General Contractor will allow free access to work areas for the Subcontractor's workers and vehicles and will allow areas for the storage of materials and debris.
  3. The Subcontractor agrees to keep the worksite clean and orderly and to remove all debris as needed during the hours of work in order to maintain work conditions that do not cause health or safety hazards.
  4. During the term of this Agreement, the Subcontractor may erect one temporary sign showing its name, service mark, trade name, or another commercial name, identifying the Subcontractor as performing services on the construction project. The sign must be appropriate in appearance, style, and size, and must conform to all applicable laws.

3. MATERIALS AND/OR  LABOUR PROVIDED:

  1. The General Contractor shall provide to the Subcontractor a list of each and every party furnishing materials and/or labor to the Subcontractor as part of the Services they shall provide. The Subcontractor shall, in return, submit a list of all amounts due or expected to be due with regards to the provision of the services herein described.

4. CHANGE ORDERS:

  1. The General Contractor or any allowed person may make changes to the scope of the work from time to time during the term of this Agreement.
  2. Any such changes or modifications shall only be made in a written "Change Order" which is signed and dated by all Parties. Such Change Orders shall become part of this Agreement.
  3. The General Contractor agrees to pay any increase in the cost of the construction work as a result of any written, dated, and signed Change Order.
  4. In the event the cost of a Change Order is not known at the time a Change Order is executed, the Subcontractor shall estimate the cost thereof and the General Contractor shall pay the actual cost whether or not this cost is in excess of the estimated cost.

5. PAYMENT:

  1. Payment shall be made to the Subcontractor in the total amount of [Insert amount and currency] in one lump sum payment due upon completion of the services rendered to the General Contractor by the Subcontractor.
  2. For any payment that is not paid within [Insert number of days] days of its due date, the General Contractor shall pay a late fee of [Insert amount].
  3. In addition to any other rights or remedies provided by law, the Subcontractor may treat the General Contractor's nonpayment for services rendered by the Subcontractor as a material breach of this Agreement and may cancel the Agreement or seek legal remedies as the Subcontractor desires.

6. LEGAL COMPLIANCE:

  1. The Subcontractor shall provide the Services in a workmanlike manner, and in compliance will all applicable federal, state, and local laws and regulations, including, but not limited to, all provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, and the Federal Family and Medical Leave Act.

7. PERMITS:

  1. The Subcontractor shall obtain all necessary building permits.
  2. The Subcontractor shall apply for and obtain any other necessary permits and licenses required by the local city/municipal government to do the necessary work, the cost thereof shall be included as part of the payment to the Subcontractor under this Agreement.
  3. The General Contractor will fully cooperate with the Subcontractor in the obtaining of any permits and licenses, as necessary.

8. INSURANCE AND INDEMNITY:

  1. Before work begins under this Agreement, the Subcontractor shall furnish certificates of insurance to the General Contractor, substantiating that the Subcontractor has placed in force valid insurance covering its full liability under the Worker's Compensation laws of the of [Insert name of state] and shall furnish and maintain general liability insurance, and the Subcontractor's risk insurance for injury to or death of a person or persons, and for personal injury or death suffered in any construction-related accident and property damage incurred in rendering the Services.
  2. The Subcontractor shall maintain insurance policies, of each and every type, and with provisions and coverage amounts substantially identical to the corresponding requirements of the General Contractor as described by the terms of the Original Contract.
  3. With the exception that this Section shall not be construed to require indemnification by the Subcontractor to a greater extent than permitted under the public policy of [Insert name of state], the Subcontractor may agree to indemnify the General Contractor against, hold it harmless from, and defend the General Contractor from all claims, loss, liability, and expense, including actual attorney's fees, arising out of or in connection with the Subcontractor's services performed under this Agreement.
  4. This indemnity shall be provided even if the General Contractor is partly responsible for the claim, damage, injury, or loss, but the Subcontractor shall not provide indemnity against claims or losses deemed to be caused by the negligence, willful misconduct, or breach of contract of the General Contractor or the General Contractor's agents or employees.

9. WARRANTIES:

  1. The Subcontractor represents and warrants that it will perform the Services using reasonable care and skill for a Subcontractor in their field and that any results, end products, or materials given by the Subcontractor to the General Contractor under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

10. CONFIDENTIALITY:

  1. The term "Confidential Information" shall include any proprietary information, in whatever form, that:
  1. Is provided by the General Contractor or the Client to the Subcontractor, including information regarding the Client or the General Contractor's businesses, finances, prospects, operations, products, employees, technologies, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically or by any other means); or
  2. Concerns any agreements that the Subcontractor may aid the General Contractor or the Client in entering into in the course of their providing services; or
  3. Consists of analysis and/or any other internal non-redacted memoranda or other documents prepared by the Subcontractor derived from, or including material portions of, the Confidential Information.
  1. The Subcontractor shall safeguard and keep confidential the Confidential Information and shall not disclose any Confidential Information to any other person or entity.
  2. The Subcontractor shall not use the Confidential Information for any purpose other than those related to the services they provide to the General Contractor.
  3. All such Confidential Information and any copies obtained thereof shall be returned to the General Contractor promptly upon its written request and shall not be retained in any form by the Subcontractor.

11. TERMINATION:

  1. This Agreement shall terminate automatically when the Subcontractor's work has been completed.
  2. This Agreement may also be terminated by either Party, upon notice in writing:
  1. If the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within [Insert number of days] days or that should have been remedied within [Insert number of days] days after a written request and was not;
  2. If the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.

12. RELATIONSHIP OF PARTIES:

  1. The provisions of this Agreement are not intended to create, nor shall be deemed or construed to create, any joint venture, partnership, or other relationship between the General Contractor and the Subcontractor other than that of independent entities contracting with each other solely for the purpose of carrying out the provisions of this Agreement.
  2. Neither of the Parties to this Agreement, nor any of their respective employees, agents, or other representatives, shall be construed to be the agent, employee, or representative of the other Party.
  3. Neither Party shall have the authority to bind the other Party nor shall a Party be responsible for the acts or omissions of the other Party, unless otherwise stated in this Agreement.
  4. The Subcontractor expressly acknowledges that the Subcontractor is not an agent, employee, or representative of the Client and covenants to represent itself accordingly.

13. FORCE MAJEURE:

  1. If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.
  2. The term "Force Majeure" shall include, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, illness, injury, earthquake, general unavailability of essential materials, orders of military or civil authority, national emergencies, riots, strikes, lock-outs, work stoppages, or other labor disputes or supplier failures.
  3. The Party excused by such events shall use all reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.

14. GENERAL PROVISIONS:

  1. Entire Agreement:  This Agreement contains the entire Agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
  2. Severability: If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
  1. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  1. Amendment: This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
  2. Waiver of Contractual Rights: The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  3. Applicable Law: This Agreement shall be governed by the laws of [Insert name of state or country].
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A Subcontractor Agreement is a document used to put into writing the terms of an agreement between a General Contractor and a Subcontractor who will perform construction work and services for the General Contractor.

Subcontractor agreement: general background

The General Contractor is the party who originally entered into a contract with a client directly to perform construction services. The General Contractor communicates directly with the client who owns that property.

General Contractor has smaller portions of the larger project that they prefer not to or are unable to do themselves because of their specialized nature. Therefore, the General Contractor contracts those portions out to another party, known as the Subcontractor.

The Subcontractor works on the property, often providing specialized construction services like electrical work, flooring installation, or plumbing, and communicates with the General Contractor.

Since the General Contractor is the only one in direct contract with the Client, they are responsible to the Client for all of the work done, including the work done by the Subcontractor. If there is a problem with the Subcontractor's work, the Client would go to the General Contractor to rectify that error.

Use of the subcontractor agreement

This document contains all of the information necessary to outline and describe the details of when and how the Subcontractor will perform the construction services and the duties of both parties during and after that process.

This Agreement includes details such as identifying information about the parties and where they are located, the General Contractor and Subcontractor's contractor license numbers, the address of the worksite where the construction will be taking place, detailed description of the work that will be done by the Subcontractor, the materials each party will provide, and the payment arrangement for how the General Contractor will reimburse the Subcontractor for their materials and time spent on the project.

The Agreement also notes when construction is due to begin and when construction is due to be finished, whether that be a specific date or upon the occurrence of a particular event or milestone.

Important provisions regarding indemnification, insurance, change orders, unforeseen conditions, defaults, the nature of the parties' relationship and miscellaneous concerns are also included.

Once the document has been completed and the Parties have agreed to the specifics of the project, both parties should sign the document.

Applicable Law

Construction projects and buildings are subject to national, federal and state/local laws.

If the Subcontractor employs additional workers during the course of the construction project, they are required to meet the requirements of federal laws such as the Fair Labor Standards Act (establishes minimum wage, overtime pay, record-keeping, and youth employment standards affecting employees) and the Federal Family and Medical Leave Act (requires covered employers to provide employees with job-protected and unpaid leave for qualified medical and family reasons).

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